Authority: National Company Law Tribunal, Kolkata Bench

Order Date: 09 June 2026

Case Overview

This Company Petition (C.P. No. 19/KB/2025) was filed by Mr. Sumit Sharma under Section 252(3) of the Companies Act, 2013, seeking restoration of Siliconn Infracon Private Limited to the register of companies maintained by the Registrar of Companies (ROC), West Bengal. The company's name was struck off on 03 February 2022 via notice in Form STK-7 under Section 248(1)(c) of the Companies Act read with Rule 9 of the Companies (Removal of Name of Companies from the Registrar of Companies) Rules, 2016.

The petitioner claimed the company had entered into a Land Development Agreement with Saanvi Developers & Realtors Private Limited on 02 September 2024, but internal management disputes had halted business operations and statutory compliances since 2018. The petitioner became aware of the strike-off only when approaching banks for financial assistance.

The ROC, Kolkata raised multiple objections: (1) The company appeared to be a shell company as it recorded interest income inconsistent with its main object of real estate development in Clause III(A) of its Memorandum of Association; (2) It failed to disclose non-current investments in Note 8 of financial statements, violating Section 186(4) of the Companies Act; (3) It issued shares at high premium immediately after incorporation without business justification; (4) A share transfer of 211,620 equity shares from Tanzil Interior Limited to the petitioner on 29 March 2018 was not reflected in FY 2017-18 financials or annual returns; (5) Financial statements for FY 2018-19 to 2023-24 were undated and lacked UDINs, raising authenticity concerns; (6) The petitioner lacked standing as Tanzil Interior Limited (also struck off) still showed the investment in its balance sheets.

The petitioner argued that the strike-off was done without proper due diligence and that the STK-7 notice was not served at the registered address. They claimed the high premium share issuance reflected prospective business opportunities from 2009-2012 and that the share transfer omission was due to human error. For FY 2018-19, UDIN was not mandatory, and for subsequent years, it was provided.

The Tribunal examined the submissions and found that the company's failure to file annual returns for seven years (last filing was for FY ending 31 March 2018) was not sufficiently explained by internal disputes. The alleged share transfer to the petitioner was not substantiated in company records, making him incompetent to file the petition. No documents were provided to justify the high premium share issuance or commercial opportunities.

Final Outcome

The Tribunal dismissed the petition, upholding the ROC's findings that the petitioner lacked standing and that sufficient case for restoration was not made out. The company remains struck off the register.

Topics: Company Restoration, Shareholder Standing, Corporate Compliance